(i) |
in exhibit 99.1, the audited consolidated balance sheets of Eagle as of December 31, 2023 and 2022 and the related audited consolidated statements of operations, statements of comprehensive income, statements of
changes in stockholders’ equity and statements of cash flows for the years ended December 31, 2023, 2022 and 2021, together with the notes thereto and the report of independent registered public accounting firm thereon.
|
(ii) |
in exhibit 99.2, (i) the unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2023, which gives effect to the Eagle Merger as if it had been consummated on December 31, 2023
(the “pro forma condensed combined balance sheet”), and (ii) the unaudited pro forma condensed combined income statement of the Company for the year ended December 31, 2023, which gives effect to the Eagle Merger as if it had been
consummated on January 1, 2023 (the “pro forma condensed combined income statement” and, together with the pro forma condensed combined balance sheet, the “pro forma condensed combined financial information”). The unaudited pro forma
condensed combined financial information is presented to illustrate the proposed merger of Star Bulk and Eagle. The pro forma condensed combined financial information is based upon, derived from, and should be read in conjunction with the
following: (i) the historical audited consolidated financial statements of Star Bulk, which are available in Star Bulk’s Annual Report on Form 20‑F for the fiscal year ended December 31, 2023, as filed with the U.S. Securities and
Exchange Commission (“SEC”) on March 13, 2024, and (ii) the historical audited consolidated financial statements of Eagle, which are available in Eagle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed
with the SEC on March 4, 2024.
|
|
The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and is not necessarily indicative of what the financial position or results of
operations of Star Bulk, following the closing of the Eagle Merger (the “combined company”), actually would have been had the Eagle Merger occurred as of the dates indicated. In addition, the unaudited pro forma condensed combined
financial information does not purport to project the future financial position or operating results of the combined company. Future results may vary significantly from the results reflected because of various factors.
|
●
|
uncertainties as to the timing of the proposed Eagle Merger;
|
|
●
|
the possibility that the closing conditions, including approval of Eagle’s shareholders, to the proposed Eagle Merger may not be satisfied or waived;
|
|
●
|
the possibility that costs or difficulties related to the integration of the Company’s and Eagle’s operations will be greater than expected;
|
|
●
|
the effects of disruption by the announcement of the proposed Eagle Merger making it more difficult to maintain relationships with employees, customers, vendors and other business partners;
|
|
●
|
risks related to the proposed Eagle Merger diverting management’s attention from the Company’s and Eagle’s ongoing business operations;
|
|
●
|
the possibility that the expected synergies and value creation from the proposed Eagle Merger will not be realized, or will not be realized within the expected time period;
|
|
●
|
the risk that shareholder litigation in connection with the contemplated transactions may affect the timing or occurrence of the proposed Eagle Merger or result in significant costs of defense, indemnification and liability;
|
|
●
|
transaction costs related to the Eagle Merger;
|
|
●
|
general dry bulk shipping market conditions, including fluctuations in charter rates and vessel values;
|
|
●
|
the strength of world economies;
|
|
●
|
the stability of Europe and the Euro;
|
|
●
|
fluctuations in currencies, interest rates and foreign exchange rates;
|
|
●
|
business disruptions due to natural and other disasters or otherwise, such as the impact of any new outbreaks or new variants of coronavirus that may emerge;
|
|
●
|
the length and severity of epidemics and pandemics and their impact on the demand for seaborne transportation in the dry bulk sector;
|
|
●
|
changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction;
|
|
●
|
the potential for technological innovation in the sector in which we operate and any corresponding reduction in the value of our vessels or the charter income derived therefrom;
|
|
●
|
changes in our expenses, including bunker prices, dry docking, crewing and insurance costs;
|
|
●
|
changes in governmental rules and regulations or actions taken by regulatory authorities;
|
|
●
|
potential liability from pending or future litigation and potential costs due to environmental damage and vessel collisions;
|
|
●
|
the impact of increasing scrutiny and changing expectations from investors, lenders, charterers and other market participants with respect to our Environmental, Social and Governance (“ESG”) practices;
|
|
●
|
our ability to carry out our ESG initiatives and thereby meet our ESG goals and targets;
|
|
●
|
new environmental regulations and restrictions, whether at a global level stipulated by the International Maritime Organization, and/or regional/national imposed by regional authorities such as the European Union or individual countries;
|
|
●
|
potential cyber-attacks which may disrupt our business operations;
|
●
|
general domestic and international political conditions or events, including “trade wars”, the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas and the Houthi attacks in the Red Sea and the Gulf of
Aden;
|
|
●
|
the impact on our common shares and reputation if our vessels were to call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments;
|
|
●
|
our ability to successfully compete for, enter into and deliver our vessels under time charters or other employment arrangements for our existing vessels after our current charters expire and our ability to earn income in the spot
market;
|
|
●
|
potential physical disruption of shipping routes due to accidents, climate-related reasons (acute and chronic), political events, public health threats, international hostilities and instability, piracy or acts by terrorists;
|
|
●
|
the availability of financing and refinancing;
|
|
●
|
the failure of our contract counterparties to meet their obligations;
|
|
●
|
our ability to meet requirements for additional capital and financing to complete our newbuilding program and grow our business;
|
|
●
|
the impact of our indebtedness and the compliance with the covenants included in our debt agreements;
|
|
●
|
vessel breakdowns and instances of off-hire;
|
|
●
|
potential exposure or loss from investment in derivative instruments;
|
|
●
|
potential conflicts of interest involving our Chief Executive Officer, his family and other members of our senior management;
|
|
●
|
our ability to complete acquisition transactions as and when planned and upon the expected terms;
|
|
●
|
the impact of port or canal congestion or disruptions; and
|
|
●
|
the risk factors and other factors referred to in the Company’s reports filed with or furnished to the SEC.
|
Star Bulk Carriers Corp.
|
||||
|
By:
|
/s/ Simos Spyrou | ||
Name: |
Simos Spyrou
|
|||
Title: |
Co-Chief Financial Officer
|
|||
Exhibit
Number
|
|
Description
|
|
|
|
|
||
Star Bulk
Historical
|
Eagle
Historical
|
Transaction
Accounting
Adjustments
|
Notes
|
Pro Forma
Combined
|
||||||||||||||||
ASSETS
|
||||||||||||||||||||
CURRENT ASSETS
|
||||||||||||||||||||
Cash and cash equivalents
|
$
|
227,481
|
$
|
118,615
|
$
|
(7,638
|
)
|
4.A
|
|
$
|
338,458
|
|||||||||
Restricted cash, current
|
32,248
|
-
|
2,219
|
4.B
|
|
34,467
|
||||||||||||||
Trade accounts receivable, net
|
68,624
|
30,917
|
-
|
|
99,541
|
|||||||||||||||
Inventories
|
62,362
|
24,988
|
3,713
|
4.C
|
|
91,063
|
||||||||||||||
Collateral on derivatives
|
-
|
2,219
|
(2,219
|
)
|
4.B
|
|
-
|
|||||||||||||
Due from managers
|
23
|
-
|
-
|
|
23
|
|||||||||||||||
Due from related parties
|
38
|
-
|
-
|
|
38
|
|||||||||||||||
Prepaid expenses and other receivables
|
19,296
|
5,525
|
-
|
|
24,821
|
|||||||||||||||
Derivatives, current asset portion
|
6,305
|
6,824
|
-
|
|
13,129
|
|||||||||||||||
Other current assets
|
22,830
|
458
|
-
|
|
23,288
|
|||||||||||||||
Vessel held for sale
|
15,190
|
-
|
-
|
|
15,190
|
|||||||||||||||
Total Current Assets
|
454,397
|
189,546
|
(3,925
|
)
|
640,018
|
|||||||||||||||
FIXED ASSETS
|
|
|||||||||||||||||||
Vessels and advances for vessel upgrades, net
|
2,539,297
|
904,298
|
146,177
|
|
4.D.i)
|
|
3,589,772
|
|||||||||||||
Other fixed assets
|
446
|
1,086
|
-
|
|
|
1,532
|
||||||||||||||
Deferred drydock costs, net
|
-
|
38,717
|
(38,717
|
)
|
|
4.E
|
|
-
|
||||||||||||
Advances for ballast water systems and other assets
|
-
|
1,414
|
(1,414
|
)
|
|
4.D.iii)
|
|
-
|
||||||||||||
Total Fixed Assets
|
2,539,743
|
945,515
|
106,046
|
|
|
3,591,304
|
||||||||||||||
|
|
|||||||||||||||||||
OTHER NON-CURRENT ASSETS
|
|
|
||||||||||||||||||
Long term Investment
|
1,736
|
-
|
-
|
|
|
1,736
|
||||||||||||||
Restricted cash , non-current
|
2,021
|
2,575
|
-
|
|
|
4,596
|
||||||||||||||
Operating leases, right-of-use assets
|
27,825
|
7,182
|
-
|
|
|
35,007
|
||||||||||||||
Derivatives, non-current asset portion
|
2,533
|
3,136
|
-
|
|
|
5,669
|
||||||||||||||
TOTAL ASSETS
|
$
|
3,028,255
|
$
|
1,147,954
|
$
|
102,121
|
|
|
$
|
4,278,330
|
||||||||||
|
|
|||||||||||||||||||
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
||||||||||||||||||
CURRENT LIABILITIES
|
|
|
||||||||||||||||||
Current portion of long-term bank loans
|
$
|
249,125
|
$
|
49,800
|
$
|
7,601
|
|
4.I.i)
|
|
$
|
306,526
|
|||||||||
Convertible bond debt
|
-
|
103,890
|
(34,521
|
)
|
4.G
|
|
69,369
|
|||||||||||||
Lease financing short term
|
2,731
|
-
|
-
|
|
2,731
|
|||||||||||||||
Accounts payable
|
39,317
|
21,245
|
-
|
|
60,562
|
|||||||||||||||
Due to managers
|
7,386
|
-
|
-
|
|
7,386
|
|||||||||||||||
Due to related parties
|
1,659
|
-
|
-
|
|
1,659
|
|||||||||||||||
Accrued liabilities
|
31,372
|
26,968
|
8,659
|
4.H
|
|
66,999
|
||||||||||||||
Operating lease liabilities, current
|
5,251
|
6,153
|
-
|
|
11,404
|
|||||||||||||||
Derivatives, current liability portion
|
5,784
|
479
|
-
|
|
6,263
|
|||||||||||||||
Deferred revenue
|
16,738
|
4,312
|
-
|
|
21,050
|
|||||||||||||||
Total Current Liabilities
|
359,363
|
212,847
|
(18,261
|
)
|
|
553,949
|
||||||||||||||
|
||||||||||||||||||||
NON-CURRENT LIABILITIES
|
|
|||||||||||||||||||
Long-term bank loans, net of current portion and unamortized loan issuance costs
|
970,039
|
330,113
|
(2,202
|
)
|
|
4.I.ii)
|
|
1,297,950
|
||||||||||||
Lease financing long term, net of unamortized lease issuance costs
|
15,208
|
-
|
-
|
|
15,208
|
|||||||||||||||
Derivatives, non-current liability portion
|
-
|
1,505
|
-
|
|
1,505
|
|||||||||||||||
Operating lease liabilities, non-current
|
22,574
|
2,576
|
-
|
|
25,150
|
|||||||||||||||
Other non-current liabilities
|
1,001
|
695
|
-
|
|
1,696
|
|||||||||||||||
TOTAL LIABILITIES
|
1,368,185
|
547,736
|
(20,463
|
)
|
|
1,895,458
|
||||||||||||||
|
||||||||||||||||||||
SHAREHOLDERS' EQUITY
|
|
|||||||||||||||||||
Total Shareholders' Equity
|
1,660,070
|
600,218
|
122,584
|
4.J
|
|
2,382,872
|
||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
3,028,255
|
$
|
1,147,954
|
$
|
102,121
|
$
|
4,278,330
|
Star Bulk
Historical
|
Eagle
Historical
|
Transaction
Accounting
Adjustments
|
Notes
|
Pro Forma
Combined
|
||||||||||||||||
Revenues:
|
||||||||||||||||||||
Voyage revenues
|
$
|
949,269
|
$
|
393,799
|
$
|
-
|
$
|
1,343,068
|
||||||||||||
Expenses / (Income):
|
||||||||||||||||||||
Voyage expenses
|
253,843
|
106,686
|
(504
|
)
|
4.K
|
|
360,025
|
|||||||||||||
Charter-in hire expenses
|
17,656
|
36,534
|
-
|
|
54,190
|
|||||||||||||||
Vessel operating expenses
|
221,327
|
120,461
|
-
|
|
341,788
|
|||||||||||||||
Dry docking expenses
|
41,969
|
-
|
15,098
|
|
4.F.ii)
|
|
57,067
|
|||||||||||||
Depreciation
|
138,429
|
60,521
|
(11,316
|
)
|
|
4.D.ii), 4.F.i)
|
|
187,634
|
||||||||||||
Management fees
|
16,809
|
-
|
-
|
|
16,809
|
|||||||||||||||
General and administrative expenses
|
54,413
|
43,586
|
-
|
|
97,999
|
|||||||||||||||
Impairment loss
|
17,838
|
-
|
-
|
|
17,838
|
|||||||||||||||
Loss on write-down of inventory
|
9,318
|
-
|
-
|
|
9,318
|
|||||||||||||||
Other operational loss
|
952
|
7,346
|
-
|
|
8,298
|
|||||||||||||||
Other operational gain
|
(33,980
|
)
|
-
|
-
|
|
(33,980
|
)
|
|||||||||||||
Loss on bad debt
|
300
|
-
|
504
|
4.K
|
|
804
|
||||||||||||||
(Gain)/Loss on forward freight agreements and bunker swaps, net
|
1,336
|
-
|
(1,952
|
)
|
4.L
|
|
(616
|
)
|
||||||||||||
Gain on sale of vessels
|
(29,399
|
)
|
(19,731
|
)
|
-
|
|
(49,130
|
)
|
||||||||||||
Impairment of operating lease right of use of asset
|
-
|
722
|
-
|
|
722
|
|||||||||||||||
Total operating expenses, net
|
710,811
|
356,125
|
1,830
|
|
1,068,766
|
|||||||||||||||
Operating income
|
238,458
|
37,674
|
(1,830
|
)
|
|
274,302
|
||||||||||||||
|
||||||||||||||||||||
Other Income / (Expenses):
|
|
|||||||||||||||||||
Interest and finance costs
|
(71,319
|
)
|
(23,602
|
)
|
(5,826
|
)
|
4.M
|
|
(100,747
|
)
|
||||||||||
Interest income and other income/(loss)
|
15,228
|
6,704
|
-
|
|
21,932
|
|||||||||||||||
Gain/(Loss) on interest rate swaps, net
|
(3,539
|
)
|
-
|
-
|
|
(3,539
|
)
|
|||||||||||||
Gain/(Loss) on debt extinguishment, net
|
(5,149
|
)
|
-
|
-
|
|
(5,149
|
)
|
|||||||||||||
Realized and unrealized (loss)/gain on derivative instruments, net
|
-
|
1,952
|
(1,952
|
)
|
4.L
|
|
-
|
|||||||||||||
Total other expenses, net
|
(64,779
|
)
|
(14,946
|
)
|
(7,778
|
)
|
(87,503
|
)
|
||||||||||||
Income before taxes and equity in income of investee
|
$
|
173,679
|
$
|
22,728
|
$
|
(9,608
|
)
|
$
|
186,799
|
|||||||||||
Income taxes
|
(183
|
)
|
-
|
-
|
(183
|
)
|
||||||||||||||
Income before equity in income of investee
|
173,496
|
22,728
|
(9,608
|
)
|
186,616
|
|||||||||||||||
Equity in income of investee
|
60
|
-
|
-
|
60
|
||||||||||||||||
Net Income
|
173,556
|
22,728
|
(9,608
|
)
|
186,676
|
|||||||||||||||
Earnings per share, basic
|
$
|
1.76
|
$
|
2.05
|
$
|
1.48
|
||||||||||||||
Earnings per share, diluted
|
1.75
|
1.96
|
1.45
|
|||||||||||||||||
Weighted average number of shares outstanding, basic
|
98,457,929
|
11,090,064
|
126,411,460
|
|||||||||||||||||
Weighted average number of shares outstanding, diluted
|
98,928,011
|
14,473,631
|
132,870,094
|
|
Amounts
|
|
|||
Eagle common stock
|
9,326,231
|
(a)
|
|||
Eagle common stock issued to Oaktree in February 2024
|
1,098,819
|
Note 1
|
|||
Equity awards
|
239,759
|
(b)
|
|||
# Eagle shares issued
|
10,664,809
|
|
|||
Exchange ratio
|
2.6211
|
(c)
|
|||
Star Bulk common stock to be issued to Eagle shareholders
|
27,953,531
|
Note 1
|
|||
Star Bulk closing price per share on February 29, 2024
|
$
|
23.87
|
Note 1
|
||
Estimated consideration transferred
|
$
|
667,251
|
|
Star Bulk price per share
|
Total consideration transferred
|
Fair value of net asset value acquired minus estimated consideration transferred
|
Adjustment to depreciation for the year ended December 31, 2023
|
|||||||||||||
Pro forma base case scenario
|
$
|
23.87
|
$
|
667,251
|
$
|
40,689
|
$
|
(2,683
|
)
|
|||||||
Increase of 20%
|
$
|
28.64
|
$
|
800,701
|
$
|
(92,761
|
)
|
$
|
(10,782
|
)
|
||||||
Decrease of 20%
|
$
|
19.10
|
$
|
533,801
|
$
|
174,139
|
$
|
5,417
|
|
A. |
Cash and cash equivalents: Transaction costs to be incurred directly by Star Bulk with respect to the merger are estimated at $5,000, as depicted
in the below table, and mainly consist of legal, advisory, audit and other professional fees. Please refer to the table below for analysis of the total adjustment in “Cash and cash equivalents”:
|
Pro forma condensed combined balance sheet adjustments: | As of December 31, 2023 |
|
|||
Transaction costs | $ | (5,000 | ) |
|
|
Effect of the Post-Merger Refinancing | 9,812 | 4.I.iii) | |||
Cash used for regular repayments of Eagle’s bank loans subsequent to December 31, 2023 and up to the merger closing date | (12,450 | ) | 4.I.ii) | ||
Cash and cash equivalents | $ | (7,638 | ) |
|
|
B. |
Restricted cash, current & Collateral on derivatives: The amount of $2,219 represents an adjustment made to conform Eagle’s financial statement presentation with that of
Star Bulk since Eagle presents separately the right to reclaim cash collateral or the obligation to return cash collateral from the fair value of derivative instruments.
|
|
C. |
Inventories: Pursuant to Eagle’s accounting policies, inventories, which consist only of bunkers, are stated at cost which is determined on a first-in, first-out method,
while lubricants and spares are expensed as incurred. Pursuant to Star Bulk’s accounting policies, inventories consist of bunkers and lubricants, which are stated at the lower of cost or net realizable value. The amount of $3,713 represents
the estimated value of Eagle’s lubricants inventories and the respective adjustment made to conform Eagle’s accounting policies with those of Star Bulk. No transaction accounting adjustment was made to the pro forma condensed combined income
statement with respect to the corresponding effect of the consumption of Eagle’s lubricants inventories, as such amount was determined to be insignificant for purposes of the pro forma condensed combined income statement.
|
|
D. |
Vessels and advances for vessel upgrades, net & Depreciation: The carrying value of Eagle’s vessels acquired was adjusted to fair value in accordance with ASC
820, Fair Value Measurement, using a valuation obtained by a third-party vessel appraisal as of December 31, 2023. Below are described the adjustments made in relation to the above:
|
|
i) |
An adjustment of $180,452 was made in order to bring the carrying value of the vessels to their estimated fair value of $1,086,164 and was then increased by the estimated transaction costs expected to be incurred
directly by Star Bulk of $5,000 as described above in Note 4.A and decreased by the excess of the fair value of net asset value acquired over consideration transferred of $40,689 as discussed in the Note 3 above. Please refer to the table
below for analysis of the total adjustment in “Vessels and advances for vessels upgrades, net”:
|
Pro forma condensed combined balance sheet adjustments:
|
As of December 31, 2023
|
||||
Fair value adjustment
|
$
|
180,452
|
|||
Transaction costs
|
5,000
|
||||
Excess of the fair value of net asset value acquired over consideration transferred
|
(40,689
|
)
|
|||
Advances for ballast water systems and other assets
|
1,414
|
4.D.iii)
|
|||
Vessels and advances for vessel upgrades, net
|
$
|
146,177
|
|
ii) |
The adjustment of $2,683 reflects the additional depreciation of vessels on “Depreciation”, based on the transaction accounting adjustments in “Vessels and advances for vessel upgrades, net”, as described above in
Note 4.D.i).
|
|
iii) |
The amount of $1,414 represents an adjustment made to conform Eagle’s financial statement presentation with that of Star Bulk’s, since Eagle presents separately advances for ballast water systems and other assets.
|
|
E. |
Deferred drydock costs, net: The amount of $38,717, which is the carrying value of Eagle’s deferred drydock costs, net as of December 31, 2023, has been eliminated in the pro
forma condensed combined balance sheet as part of the fair value measurement.
|
|
F. |
Depreciation & Dry docking expenses: Pursuant to Star Bulk’s accounting policies, dry docking and special survey expenses are expensed when incurred. Pursuant to Eagle’s
accounting policies, the deferral method of accounting is applied to drydocking costs whereby actual costs incurred are deferred and amortized on a straight-line basis over the period through the date the next drydocking is required to become
due.
|
|
i) |
the amount of $13,999, which represents the amortization of Eagle’s deferred drydock costs, has been eliminated to conform Eagle’s accounting policies with those of Star Bulk; and
|
|
ii) |
the amount of $15,098, which represents Eagle’s drydocking expenditures, has been recorded as expense in the pro forma condensed combined income statement to conform Eagle’s accounting policies with those of Star
Bulk.
|
|
G. |
Convertible bond debt: The adjustment represents the elimination of the unamortized deferred financing costs of $229 as part of the fair value measurement of the convertible
notes assumed and the conversion of $34,750 liability under the convertible notes into 1,098,819 shares of Eagle common stock to Oaktree, in February 2024, as described in Note 1. The convertible notes’ estimated fair value of $124,920,
following the conversion of $34,750, based on market data, is significantly higher than its remaining principal amount of $69,369; therefore the excess of the fair value over the face amount of $55,551 was allocated to equity under ASC
470-20.
|
Pro forma condensed combined balance sheet adjustments:
|
As of December 31, 2023
|
|||
Elimination of unamortized deferred finance costs
|
$
|
229
|
||
Conversion of Oaktree’s holding of convertible notes in February 2024
|
(34,750
|
)
|
||
Convertible bond debt
|
$
|
(34,521
|
)
|
|
H. |
Accrued liabilities: The amount of $8,659 represents an adjustment to reflect the estimated costs of severance payments pursuant to employment contracts of certain executives
and employees of Eagle in case of termination in connection with a change of control and/or termination of service without cause.
|
|
I. |
Long-term bank loans: During March 2024, Star Bulk entered into separate committed term sheets for four loan facilities to refinance Eagle’s
existing long-term bank loans (the “Post-Merger Refinancing”). The aggregate amount expected to be drawn under these four facilities totals $385,312, net of financing fees, and is expected to be drawn on or around the date of the merger
completion and will be used to repay amounts currently outstanding under Eagle’s long-term bank loans. In connection with the Post-Merger Refinancing the below pro forma adjustments have been performed:
|
|
i) |
the amount of $7,601 represents the effect of the Post-Merger Refinancing on “Current portion of long-term bank loans”, which is the incremental amount due within twelve months following the Post-Merger Refinancing, as compared to such
amounts due under Eagle’s current portion of long-term bank loans;
|
|
ii) |
the amount $2,202 represents the effect of the Post-Merger Refinancing on “Long-term bank loans, net of current portion and unamortized loan issuance costs”, which is the incremental amount due, net of incremental financing fees, as
compared to such amounts due under Eagle’s long-term bank loans, as deducted by the amount of regular repayments of Eagle’s bank loans subsequent to December 31, 2023 and up to the merger closing date;
|
Pro forma condensed combined balance sheet adjustments:
|
As of December 31, 2023
|
|||
Effect of Post-Merger Refinancing
|
$
|
10,248
|
||
Cash used for regular repayments of Eagle’s bank loans subsequent to December 31, 2023 and up to the merger closing date
|
(12,450
|
)
|
||
Long term bank loans, net of current portion and unamortized loan issuance costs
|
$
|
(2,202
|
)
|
|
iii) |
the amount of $9,812 (Note 4.A.) represents the effect of the Post-Merger Refinancing on “Cash and cash equivalents”, which is the excess proceeds, net of incremental financing fees and repayment of Eagle’s current long-term bank loans;
and
|
|
iv) |
the amount of $8,564 (Note 4.M.) represents the effect of the Post-Merger Refinancing on “Interest and finance costs”, which is the incremental amount of interest expense calculated based on the terms of the facilities underlying the
Post-Merger Refinancing as compared to interest expense incurred on Eagle’s current long-term bank loans.
|
|
J. |
Shareholders’ equity: The following increases/(decreases) have been made to total shareholders’ equity:
|
Capital
|
Accumulated deficit
|
Accumulated other comprehensive income/(loss)
|
Total Shareholders’ Equity
|
|||||||||||||
Pro forma condensed combined balance sheet adjustments:
|
||||||||||||||||
Costs of net assets acquired (Note 3)
|
$
|
667,251
|
$
|
-
|
$
|
-
|
$
|
667,251
|
||||||||
Elimination of Eagle historic equity balances
|
(748,494
|
)
|
156,727
|
(8,451
|
)
|
(600,218
|
)
|
|||||||||
Adjustment related to convertible notes (Note 4.G)
|
55,551
|
-
|
-
|
55,551
|
||||||||||||
|
$
|
(25,692
|
)
|
$
|
156,727
|
$
|
(8,451
|
)
|
$
|
122,584
|
|
K. |
Voyage expenses & Loss on bad debt: The amount of $504 represents an adjustment made to conform Eagle’s financial statement presentation with that of Star Bulk, since
Eagle presents credit losses and bad debts within “Voyage expenses” and Star Bulk presents such amounts within “Loss on bad debt”.
|
|
L. |
(Gain)/Loss on forward freight agreements and bunker swaps, net: The amount of $1,952 represents an adjustment made to conform Eagle’s financial statement presentation with that of Star Bulk since
Eagle presents gains and losses on derivative instruments within “Realized and unrealized (loss)/gains on derivative instruments, net,” which is presented below “Operating income” and Star Bulk presents such
amounts within “(Gain)/Loss on forward freight agreements and bunker swaps, net,” which is presented above “Operating income”.
|
|
M. |
Interest and finance costs: The amount of $2,738, as depicted in the below table, represents the elimination of the amortization of deferred financing costs in connection with the elimination of
unamortized deferred financing costs on i) Convertible bond debt and ii) Long-term bank loans, respectively. Please refer to the table below for analysis of the total adjustment in “Interest and finance costs”:
|
Pro forma condensed combined income statement adjustments:
|
As of December 31, 2023
|
||||
Elimination of the amortization of deferred financing costs
|
$
|
2,738
|
|||
Effect of the Post-Merger Refinancing
|
(8,564
|
)
|
4.I.iv)
|
||
Interest and finance costs
|
$
|
(5,826
|
)
|